Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article VIII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder; and (iii) any termination of this Agreement. The indemnity agreements contained in this Article VIII shall survive the Distribution. (b) The rights and obligations of any member of the SpecCo Group, any member of the MatCo Group, or any member of the AgCo Group in each case, under this Article VIII shall survive the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities, with respect to any Indemnifiable Loss of any Indemnitee related to such Assets, businesses or Liabilities.
Appears in 5 contracts
Samples: Separation and Distribution Agreement (Corteva, Inc.), Separation and Distribution Agreement (DowDuPont Inc.), Separation and Distribution Agreement (Dow Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article VIII VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; , (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder; , and (iii) any termination of this Agreement. The indemnity agreements contained in this Article VIII VII shall survive the Distribution.
(b) The rights and obligations of any member of the SpecCo Group, any member of the MatCo Group, IP RemainCo Group or any member of the AgCo Group Product SpinCo Group, in each case, under this Article VIII VII shall survive the sale or other Transfer by any either Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities, with respect to any Indemnifiable Loss of any Indemnitee related to such Assets, businesses or Liabilities.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Xperi Inc.), Separation and Distribution Agreement (Xperi Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article VIII V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder; and (iii) any termination of this Agreement. The indemnity agreements contained in this Article VIII V shall survive the Spinco Distribution.
(b) The rights and obligations of any member of the SpecCo GroupRMT Partner, any member of the MatCo Group, Remainco Group or any member of the AgCo Group Spinco Group, in each case, under this Article VIII V, shall survive the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities, with respect to any Indemnifiable Loss of any Indemnitee related to such Assets, businesses or Liabilities.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (At&t Inc.), Separation and Distribution Agreement (Discovery, Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article VIII V shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; , (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder; , and (iii) any termination of this Agreement. The indemnity agreements contained in this Article VIII V shall survive the Spinco Distribution.
(b) The rights and obligations of any member of the SpecCo GroupRMT Partner, any member of the MatCo Group, Remainco Group or any member of the AgCo Group Spinco Group, in each case, under this Article VIII V, shall survive the sale or other Transfer by any Party or its respective Subsidiaries of any Assets assets or businesses or the assignment by it of any Liabilities, with respect to any Indemnifiable Loss of any Indemnitee related to such Assetsassets, businesses or Liabilities.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Berry Global Group, Inc.)
Additional Matters; Survival of Indemnities. (a) The indemnity agreements contained in this Article VIII VII shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Indemnitee; (ii) the knowledge by the Indemnitee of Indemnifiable Losses for which it might be entitled to indemnification hereunder; and (iii) any termination of this Agreement. The indemnity agreements contained in this Article VIII VII shall survive the Distribution.
(b) The rights and obligations of any member of the SpecCo GroupRMT Partner, any member of the MatCo Group, Remainco Group or any member of the AgCo Spinco Group in each case, under this Article VIII VII shall survive the sale or other Transfer by any Party or its respective Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities, with respect to any Indemnifiable Loss of any Indemnitee related to such Assets, businesses or Liabilities.
Appears in 1 contract
Samples: Separation and Distribution Agreement (International Flavors & Fragrances Inc)